EXHIBIT 10.3
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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is
made as of March 30, 2009 by and among (i) General Employment
Enterprises, Inc., an Illinois corporation (the "COMPANY"), (ii) PSQ,
LLC, a Kentucky limited liability company ("PSQ"), and (iii) Xxxxxxx
X. Xxxxxx, Xx. ("XX. XXXXXX"). Capitalized terms used but not
otherwise defined herein have the meanings assigned such terms in
SECTION 8 hereof.
WHEREAS, the Company and PSQ are parties to a Securities
Purchase and Tender Offer Agreement entered into on the date hereof
(the "PURCHASE AGREEMENT") pursuant to which, subject to the terms and
conditions of the Purchase Agreement, among other things, PSQ has
agreed to (i) purchase from the Company 7,700,000 newly issued shares
of common stock, no par value (the "COMMON STOCK"), of the Company,
and (ii) commence a cash tender offer to purchase from the Company's
shareholders up to 2,500,000 outstanding shares of Common Stock;
WHEREAS, Xx. Xxxxxx, the Company and PSQ are parties to a
Consulting Agreement entered into on the date hereof (the "CONSULTING
AGREEMENT") pursuant to which, subject to the terms and conditions of
the Consulting Agreement, among other things, the Company will issue
to Xx. Xxxxxx 500,000 shares of Common Stock at the closing of the
transactions contemplated by the Purchase Agreement; and
WHEREAS, in order to induce PSQ to enter into the Purchase
Agreement and Xx. Xxxxxx to enter into the Consulting Agreement, the
Company has agreed to provide the registration rights set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
to this Agreement hereby agree as follows:
1. DEMAND REGISTRATIONS.
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(a) REQUESTS FOR REGISTRATION. At any time after the two-
year anniversary of the Closing Date, PSQ may request registration
under the Securities Act of all or any portion of its Registrable
Securities on Form S-1 or any similar long-form registration ("LONG-
FORM REGISTRATION"), or, if available, Form S-2 or S-3 or any similar
Short-Form Registration ("SHORT-FORM REGISTRATIONS"). All
registrations requested pursuant to this SECTION 1(a), SECTION 1(b) or
SECTION 1(c) are referred to herein as "DEMAND REGISTRATIONS". Each
request for a Demand Registration made pursuant to this SECTION 1(a)
shall specify the approximate number of PSQ Registrable Securities
requested to be registered and the anticipated per share price range
of such offering. Within ten days after receipt of any such request,
the Company shall give written notice of such requested registration
to the holders of Xxxxxx Registrable Securities, and shall include in
such registration all Xxxxxx Registrable Securities with respect to
which the Company has received written requests for inclusion therein
within 20 business days after the receipt of the Company's notice.
(b) LONG-FORM REGISTRATIONS. PSQ shall be entitled to
request two Long-Form Registrations in which the Company shall pay all
Registration Expenses ("COMPANY-PAID LONG-FORM REGISTRATIONS"). A
registration shall not count as one of the permitted Long-Form
Registrations until it has become effective and no Company-paid Long-
Form Registration shall count as one of the permitted Long-Form
Registrations unless the holders of Registrable Securities are able to
register and sell at least 90% of the Registrable Securities requested
to be included in such registration; PROVIDED, that in any event the
Company shall pay all Registration Expenses in connection with any
registration initiated as a Company-paid Long-Form Registration
whether or not it has become effective and whether or not such
registration has counted as one of the permitted Company-paid Long-
Form Registrations.
(c) SHORT-FORM REGISTRATIONS. In addition to the Long-Form
Registrations provided pursuant to SECTION 1(b), at any time after the
two-year anniversary of the Closing Date, PSQ shall be entitled to
request unlimited Short-Form Registrations. Each request for a Short
Form Registration under this subsection (c) shall specify the
approximate number of Registrable Securities requested to be
registered and the anticipated per share price range of such offering.
Within ten days after receipt of any such request, the Company shall
give written notice of such requested registration to the holders of
Xxxxxx Registrable Securities and shall include in such registration
all Xxxxxx Registrable Securities with respect to which the Company
has received written requests for inclusion therein within 20 business
days after the receipt of the Company's notice. The Company shall pay
all Registration Expenses in connection with a Short-Form
Registration. Demand Registrations shall be Short-Form Registrations
whenever the Company is permitted to use any applicable short form.
The Company shall use its reasonable best efforts to make Short-Form
Registrations on Form S-3 available for the sale of Registrable
Securities. The Registrable Securities initially proposed to be
included in any Short Form Registration shall have an aggregate
offering value of at least $500,000 (determined as of the date of the
demand).
(d) PRIORITY ON DEMAND REGISTRATION. The Company shall not
include in any Demand Registration any securities which are not
Registrable Securities without the prior written consent of PSQ. If a
Demand Registration is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the
number of Registrable Securities and, if permitted hereunder,
securities requested to be included in such offering exceeds the
number of Registrable Securities and other securities, if any, which
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can be sold in an orderly manner in such offering within the price
range acceptable to PSQ without adversely affecting the marketability
of the offering, the Company shall include in such registration prior
to the inclusion of any securities which are not Registrable
Securities, the number of Registrable Securities requested to be
included which in the opinion of such underwriters can be sold in an
orderly manner within the price range of such offering, pro rata among
the holders of Registrable Securities to be included in such
registration on the basis of the amount of Registrable Securities
owned by each such holder. Without the consent of the Company and the
holders of a majority of the Registrable Securities included in such
registration, any Persons (other than holders of Registrable
Securities) who participate in Demand Registrations which are not at
the Company's expense must pay their share of the Registration
Expenses as provided in SECTION 4 hereof.
(e) RESTRICTIONS ON LONG-FORM REGISTRATIONS. The
Registrable Securities proposed to be included in any Long Form Demand
Registration shall have an aggregate offering value of at least
$1,000,000 (determined as of the date of the demand). The Company
shall not be obligated to effect any Long-Form Registration within 180
days after the effective date of a previous Long-Form Registration in
which there was no reduction in the number of Registrable Securities
requested to be included. The Company may postpone for up to 90 days
the filing or the effectiveness of a registration statement for a
Demand Registration if the Company, by a vote of a majority of the
Board of Directors of the Company, agrees that such Demand
Registration would reasonably be expected to have a material adverse
effect on any proposal or plan by the Company or any of its
subsidiaries to engage in any acquisition of assets (other than in the
ordinary course of business), stock or any merger, consolidation,
tender offer, reorganization or similar transaction; PROVIDED that in
such event, the holders of Registrable Securities initially requesting
such Demand Registration shall be entitled to withdraw such request
and, if such request is withdrawn, such Demand Registration shall not
count as one of the permitted Demand Registrations hereunder and the
Company shall pay all Registration Expenses in connection with such
registration. The Company may delay a Demand Registration hereunder
no more than twice in any twelve-month period.
(f) SELECTION OF UNDERWRITERS. PSQ shall have the right to
select the investment banker(s) and manager(s) to administer the
offering in any Demand Registration.
2. HOLDBACK AGREEMENTS.
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(a) Each holder of Registrable Securities shall not effect
any public sale or distribution (including sales pursuant to Rule 144)
of equity securities of the Company, or any securities convertible
into or exchangeable or exercisable for such securities, during the
seven days prior to and the 180-day period beginning on the effective
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date of any underwritten Demand Registration in which Registrable
Securities are included (except as part of such underwritten
registration), unless the underwriters managing the registered public
offering otherwise agree.
(b) The Company shall not effect any public sale or
distribution of its equity securities, or any securities convertible
into or exchangeable or exercisable for such securities, during the
seven days prior to and during the 180-day period beginning on the
effective date of any underwritten Demand Registration (except as part
of such underwritten registration or pursuant to registrations on Form
S-8 or any successor form), unless the underwriters managing the
registered public offering otherwise agree.
3. REGISTRATION PROCEDURES.
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(a) Whenever the holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to
this Agreement, the Company shall use its reasonable best efforts to
effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and
pursuant thereto the Company shall as expeditiously as possible use
its reasonable best efforts to:
(i) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such
Registrable Securities and use reasonable efforts to cause such
registration statement to become effective (provided that before
filing a registration statement or prospectus or any amendments
or supplements thereto, the Company shall furnish to the counsel
selected by the holders of a majority of the Registrable
Securities covered by such registration statement copies of all
such documents proposed to be filed, which documents shall be
subject to the review and comment of such counsel);
(ii) notify each holder of Registrable Securities of
the effectiveness of each registration statement filed hereunder
and prepare and file with the Securities and Exchange Commission
such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for a
period of not less than 180 days and comply with the provisions
of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such
period in accordance with the intended methods of disposition by
the sellers thereof set forth in such registration statement;
(iii) furnish to each seller of Registrable
Securities such number of copies of such registration statement,
each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary
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prospectus) and such other documents as such seller may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;
(iv) register or qualify such Registrable Securities
under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and
all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this
subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in
any such jurisdiction);
(v) notify each seller of such Registrable Securities,
at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event
as a result of which the prospectus included in such registration
statement contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein not
misleading, and, at the request of any such seller, the Company
shall prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an
untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading;
(vi) cause all such Registrable Securities to be listed
on each securities exchange on which similar securities issued by
the Company are then listed;
(vii) provide a transfer agent and registrar for
all such Registrable Securities not later than the effective date
of such registration statement;
(viii) enter into such customary agreements
(including underwriting agreements in customary form) and take
all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including effecting a
stock split or a combination of shares);
(ix) make available for inspection by any underwriter
participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors, employees and
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independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant
or agent in connection with such registration statement;
(x) otherwise comply with all applicable rules and
regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at
least twelve months beginning with the first day of the Company's
first full calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule
158 thereunder;
(xi) in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of
any order suspending or preventing the use of any related
prospectus or suspending the qualification of any common stock
included in such registration statement for sale in any
jurisdiction, promptly to obtain the withdrawal of such order;
(xii) cause such Registrable Securities covered by
such registration statement to be registered with or approved by
such other governmental agencies or authorities as may be
necessary to enable the sellers thereof to consummate the
disposition of such Registrable Securities; and
(xiii) obtain a cold comfort letter from the Company's
independent public accountants in customary form and covering
such matters of the type customarily covered by cold comfort
letters as the holders of a majority of the Registrable
Securities being sold reasonably request (provided that such
Registrable Securities constitute at least 10% of the securities
covered by such registration statement).
(b) Each seller of Registrable Securities shall deliver to
the Company such requisite information as the Company may reasonably
request for the purposes of completing any prospectus or preliminary
prospectus as is necessary to comply with all applicable rules and
regulations of the Securities and Exchange Commission.
4. REGISTRATION EXPENSES.
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(a) All expenses incident to the Company's performance of
or compliance with this Agreement, including without limitation all
registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery
expenses, fees and disbursements of custodians, and fees and
disbursements of counsel for the Company and independent certified
public accountants, underwriters (excluding discounts and commissions)
and other persons retained by the Company (all such expenses being
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herein called "REGISTRATION EXPENSES"), shall be borne as provided in
this Agreement, except that the Company shall, in any event pay its
internal expenses (including, without limitation, all salaries and
expenses of its officers employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance and the expenses and fees for
listing the securities to be registered on each securities exchange on
which similar securities issued by the Company are then listed or on
the NASD automated quotation system.
(b) In connection with each Demand Registration, the
Company shall reimburse the holders of Registrable Securities included
in such registration for the reasonable fees and disbursements of one
counsel chosen by the holders of a majority of the Registrable
Securities included in such registration.
(c) To the extent Registration Expenses are not required to
be paid by the Company, each holder of securities included in any
registration hereunder shall pay those Registration Expenses allocable
to the registration of such holder's securities so included, and any
Registration Expenses not so allocable shall be borne by all sellers
of securities included in such registration in proportion to the
aggregate selling price of the securities to be so registered.
5. INDEMNIFICATION.
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(a) The Company agrees to indemnify, to the extent
permitted by law, each holder of Registrable Securities, its officers
and directors and each Person who controls such holder (within the
meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses (including reasonable attorneys fees and
expenses) arising out of or based upon any untrue or alleged untrue
statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same was made in
reliance upon and in conformity with any information furnished in
writing to the Company by such holder expressly for use therein or was
caused by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after
the Company has furnished such holder with a sufficient number of
copies of the same. In connection with an underwritten offering, the
Company shall indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the
meaning of the Securities Act) to the same extent as provided above
with respect to the indemnification of the holders of Registrable
Securities.
(b) In connection with any registration statement in which
a holder of Registrable Securities is participating, each such holder
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shall furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection
with any such registration statement or prospectus and, to the extent
permitted by law, shall indemnify the Company, its directors and
officers and each Person who controls the Company (within the meaning
of the Securities Act) against any losses, claims, damages,
liabilities and expenses arising out of or based upon any untrue or
alleged untrue statement of material fact contained in the
registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent
that such untrue statement or omission was made in reliance upon and
in conformity with any information or affidavit so furnished in
writing by such holder; PROVIDED that the obligation to indemnify
shall be individual, not joint and several, for each holder and shall
be limited to the net amount of proceeds received by such holder from
the sale of Registrable Securities pursuant to such registration
statement.
(c) Any Person entitled to indemnification hereunder shall
(i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the
failure to give prompt notice shall not impair any Person's right to
indemnification hereunder to the extent such failure has not
prejudiced the indemnifying party) and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, (i) the indemnifying party shall not be
subject to any liability for any settlement made by the indemnified
party without its consent (but such consent shall not be unreasonably
withheld) and (ii) the indemnified party shall consent to any
settlement, compromise or discharge of a claim that the indemnifying
party may recommend and that by its terms requires that the
indemnifying party pay the full amount of the liability in connection
therewith, that otherwise releases the indemnified party completely
and with prejudice in connection with such claim and that would not
otherwise adversely affect the indemnified party. An indemnifying
party who is not entitled to, or elects not to, assume the defense of
a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of
any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with
respect to such claim.
(d) The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director
or controlling Person of such indemnified party and shall survive the
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transfer of securities. The Company also agrees to make such
provisions, as are reasonably requested by any indemnified party, for
contribution to such party in the event the Company's indemnification
is unavailable for any reason.
(e) If the indemnification provided for in this SECTION 5
is unavailable to or is insufficient to hold harmless an indemnified
party under the provisions above in respect to any losses, claims,
damages or liabilities referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect not
only the relative benefits received by the Company on the one hand and
the sellers of Registrable Securities and any other Person
participating in the registration statement on the other from the sale
of Registrable Securities pursuant the registered offering of
securities as to which indemnity is sought but also the relative fault
of the indemnified party and the indemnifying party as well as any
other relevant equitable considerations or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the
Company on the one hand and of the sellers of Registrable Securities
and any other sellers participating in the registration statement on
the other in connection with the statement or omissions which resulted
in such losses, claims, damages or liabilities, as well any other
relevant equitable considerations. The relative benefits received by
the Company on the one hand and the sellers of Registrable Securities
and any other sellers participating in the registration statement on
the other shall be deemed to be in the same proportion as the total
net proceeds from the offering (before deducting expenses) to the
Company bear to the total net proceeds from the offering (before
deducting expenses) to the sellers of Registrable Securities and by
other sellers participating in the registration statement. The
relative fault of the Company on the one hand and of the sellers of
Registrable Securities and any other sellers participating in the
registration statement on the other shall be determined by reference
to, among other things, whether such untrue or alleged omission to
state a material fact relates to information supplied by the Company,
by the sellers of Registrable Securities or other sellers
participating in the registration statement and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No person may
participate in any registration hereunder which is underwritten unless
such person (i) agrees to sell such Person's securities on the basis
provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements; PROVIDED that no
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holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or
warranties to the Company or the underwriters (other than
representations and warranties regarding such holder and such holder's
intended method of distribution) or to undertake any indemnification
obligations to the Company or the underwriters with respect thereto,
except as otherwise provided in SECTION 5 HEREOF.
7. RULE 144. The Company covenants that, at its own expense,
it will file the reports required to be filed by it under the
Securities Act and the Exchange Act (or, if the company is not
required to file such reports, it will, upon the request of PSQ, make
publicly available such necessary information for so long as necessary
to permit sales pursuant to Rule 144 under the Securities Act or any
similar rule or regulation hereafter adopted by the SEC), and it will
take such further action as PSQ may reasonably request, all to the
extent required from time to time to enable PSQ to sell Registrable
Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities
Act. Upon the request of PSQ, the Company, at its own expense, will
promptly deliver to PSQ (i) a written statement as to whether it has
complied with such requirements (and such Investor or Executive shall
be entitled to rely upon the accuracy of such written statement), (ii)
a copy of the most recent annual or quarterly report of the Company,
if not filed electronically with the SEC and (iii) such other reports
and documents as PSQ may reasonably request in order to avail itself
of Rule 144 under the Securities Act.
8. DEFINITIONS.
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(a) "CLOSING DATE" shall have the meaning ascribed to such
term in the Purchase Agreement.
(b) "CONSULTING AGREEMENT" has the meaning set forth in the
Recitals, as such agreement may be amended, restated, supplemented or
otherwise modified from time to time.
(c) "XXXXXX REGISTRABLE SECURITIES" means (i) any Common
Stock issued to Xx. Xxxxxx or hereafter acquired by Xx. Xxxxxx, (ii)
any other Common Stock issued or issuable with respect to the
securities referred to in clause (i) by way of a stock dividend or
stock split or in connection with an exchange or combination of
shares, recapitalization, merger, consolidation or other
reorganization, and (iii) any other shares of Common Stock held by
Persons holding securities described in clauses (i) and (ii),
inclusive, above.
(d) "PSQ REGISTRABLE SECURITIES" means (i) any Common Stock
issued to PSQ or hereafter acquired by PSQ, (ii) any other Common
Stock issued or issuable with respect to the securities referred to in
clause (i) by way of a stock dividend or stock split or in connection
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with an exchange or combination of shares, recapitalization, merger,
consolidation or other reorganization, and (iii) any other shares of
Common Stock held by Persons holding securities described in clauses
(i) and (ii), inclusive, above.
(e) "PURCHASE AGREEMENT" has the meaning set forth in the
Recitals, as such agreement may be amended, restated, supplemented or
otherwise modified from time to time.
(f) "REGISTRABLE SECURITIES" means PSQ Registrable
Securities and Xxxxxx Registrable Securities. As to any particular
Registrable Securities, such securities shall cease to be Registrable
Securities when they have been distributed to the public pursuant to a
offering registered under the Securities Act or sold to the public
through a broker, dealer or market maker in compliance with Rule 144
under the Securities (or any similar rule then in force). For
purposes of this Agreement, a Person shall be deemed to be a holder of
Registrable Securities whenever such Person has the right to acquire
such Registrable Securities (upon conversion or exercise in connection
with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether
or not such acquisition has actually been effected.
Unless otherwise stated, other capitalized terms contained
herein have the meanings set forth in the Purchase Agreement.
9. MISCELLANEOUS.
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(a) EFFECTIVE TIME; TERMINATION. This Agreement will
become effective on the Closing Date upon the consummation of the
transactions contemplated by the Purchase Agreement. If the Purchase
Agreement is terminated prior to the Closing Date, this Agreement
shall automatically terminate simultaneous therewith without any
further action on the part of the parties hereto and shall thereafter
be void ab initio and of no further force or effect.
(b) NO INCONSISTENT AGREEMENTS. The Company shall not
hereafter enter into any agreement with respect to its securities
which is inconsistent with or violates the rights granted to the
holders of Registrable Securities in this Agreement.
(c) REMEDIES. Any Person having rights under any provision
of this Agreement shall be entitled to enforce such rights
specifically to recover damages caused by reason of any breach of any
provision of this Agreement and to exercise all other rights granted
by law. The parties hereto agree and acknowledge that money damages
may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any
court of law or equity of competent jurisdiction (without posting any
bond or other security) for specific performance and for other
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injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.
(d) AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only
upon the prior written consent of the Company, PSQ and Xx. Xxxxxx.
(e) SUCCESSORS AND ASSIGNS. Whether or not any express
assignment has been made, the provisions of this Agreement which are
for the benefit of purchasers or holders of Registrable Securities are
also for the benefit of and enforceable by any subsequent holder of
Registrable Securities; provided that the right of PSQ to make a
Demand Registration pursuant to SECTION 1 hereof shall only be
transferable (in whole, and not in part) to a transferee of a majority
of the PSQ Registrable Securities acquired by PSQ on the Closing Date
(both in the share purchase from the Company and the tender offer from
the Company's shareholders), subject to compliance with the thresholds
and other terms contained in SECTION 1.
(f) SEVERABILITY. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement
is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not
contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same
Agreement
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a
part of this Agreement.
(i) GOVERNING LAW. The construction, validity,
interpretation and enforcement of this Agreement shall be governed by,
and construed in accordance with, the laws of the State of Illinois,
without giving effect to any choice of law or conflict of rules or
provisions (whether of the State of Illinois or any other
jurisdiction) that would cause supplication of the laws of any
jurisdiction other than the State of Illinois.
(j) NOTICES. All notices, demands or other communications
to be given or ordered under or by reason of the provisions of this
Agreement shall be given in the manner and to the address provided
under the Purchase Agreement.
* * * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this
RegistrationRights Agreement on the day and year first above written.
GENERAL EMPLOYMENT ENTERPRISES, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President, Chief
Financial Officer and
Treasurer
PSQ, LLC
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Sole Member
/s/ Xxxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxx, Xx.
13
